Statistiche di base
| CIK | 1782941 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Tian Ruixiang Holdings Ltd.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| September 3, 2025 |
Exhibit 99.1 TIAN RUIXIANG Holdings Ltd. Announces Reverse Stock Split with Marketplace Effective Date on September 5, 2025 Beijing, China – September 2, 2025, EST – TIAN RUIXIANG Holdings Ltd. (Nasdaq: TIRX) (the “Company”) today announced that it will implement a reverse stock split of its ordinary shares at a ratio of five (5) to one (1), The Company’s ordinary shares will begin trading on a sp |
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| September 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2025 Commission File Number: 001- 39925 TIAN RUIXIANG Holdings Ltd Room 918, Jingding Building, Xicheng District, District, Beijing, People’s Republic of China (Address of principal e |
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| August 29, 2025 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The following unaudited pro forma combined financial information combines the individual historical unaudited results of TIAN RUIXIANG Holdings Ltd (“TRX”, “TIAN RUIXIANG”, or the “Company”) and Ucare Inc. (“Ucare”) adjusted to give effect to the June 30, 2025 merger of Ucare. The unaudited pro forma combined statements of income for |
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| August 29, 2025 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Ucare Inc Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Ucare Inc and its subsidiaries (the “Company”) as of October 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive income/(loss), changes |
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| August 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 To FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001-39925 TIAN RUIXIANG Holdings Ltd Room 918, Jingding Building, Xicheng District, District, Beijing, Xicheng District, District, Beijing |
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| August 29, 2025 |
UCARE INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS Exhibit 99.2 UCARE INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS April 30, October 31, 2025 2024 (unaudited) ASSETS Cash and cash equivalents $ 269,179 $ 267,369 Accounts receivable, net 4,385,951 4,594,897 Due from related party 186,381 190,382 Prepaid assets and other receivable 139,875 964,951 Other current assets 158,686 162,478 Total Current Assets 5,140,072 6,180,077 Fixed assets, net |
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| August 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001- 39925 TIAN RUIXIANG Holdings Ltd Room 918, Jingding Building, Xicheng District, District, Beijing, People’s Republic of China (Address of principal exec |
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| August 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001-39925 TIAN RUIXIANG Holdings Ltd Room 918, Jingding Building, Xicheng District, District, Beijing, Xicheng District, District, Beijing, People’s Republic |
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| August 22, 2025 |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS Exhibit 99.2 OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with the unaudited financial results and statements of TIAN RUIXIANG Holdings Ltd (the “Company,” “we,” “our,” or “us”) for the six (6) months ended April 30, 2025, furnished and included with this report as Exhibit |
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| August 22, 2025 |
TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN U.S. DOLLARS) Exhibit 99.1 TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN U.S. DOLLARS) As of April 30, 2025 October 31, 2024 (Unaudited) ASSETS CURRENT ASSETS: Cash $ 196,883 $ 297,288 Restricted cash 696,105 698,949 Short-term investments 27,767,470 28,090,382 Accounts receivable 307,668 1,411,786 Note receivable - current portion 8,212,575 7,800,000 Note receivable - re |
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| August 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001- 39925 TIAN RUIXIANG Holdings Ltd Room 918, Jingding Building, Xicheng District, District, Beijing, People’s Republic of China (Address of principal exec |
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| August 6, 2025 |
Exhibit 99.1 TIAN RUIXIANG Holdings Ltd Notice of Extraordinary General Meeting of Shareholders To Be Held on August 18, 2025, at 10:00 A.M. Beijing Time NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “Meeting”) of the holders of the Class A Ordinary Shares and Class B Ordinary Shares (collectively, the “Ordinary Shares”) of TIAN RUIXIANG Holdings Ltd (the “Company”) will be he |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001- 39925 TIAN RUIXIANG Holdings Ltd Room 918, Jingding Building, Xicheng District, District, Beijing, People’s Republic of China (Address of principal exec |
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| August 6, 2025 |
Exhibit 99.2 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TIAN RUIXIANG HOLDINGS LTD FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON August 18, 2025 The undersigned shareholder of TIAN RUIXIANG Holdings Ltd, a Cayman Islands exempted company (the “Company”), hereby acknowledges receipt of the Notice of Extraordinary General Meeting of shareholders (the “Meetin |
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| June 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001- 39925 TIAN RUIXIANG Holdings Ltd Room 918, Jingding Building, Xicheng District, District, Beijing, Xicheng District, District, Beijing, People’s Republic |
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| June 30, 2025 |
Exhibit 99.1 TIAN RUIXIANG Holdings Ltd Completes Acquisition of Ucare Inc., Marking Strategic Expansion into AI-Powered Health Insurance Solutions BEIJING, June 30, 2025 (GLOBE NEWSWIRE) - TIAN RUIXIANG Holdings Ltd (Nasdaq: TIRX) (the "Company" or “TRX”), a China-based insurance broker, today announced it has completed the acquisition of 100% of issued and outstanding shares of Ucare Inc. (“Ucar |
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| May 30, 2025 |
Exhibit 2.1 SHARE EXCHANGE AGREEMENT By and Among TIAN RUIXIANG Holdings Ltd, VitaCare Limited and Ucare Inc. and Persons listed in Schedule A hereof Dated as of May 30, 2025 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 30th day of May, 2025, by and among VitaCare Limited, a company organized under the laws of British Virgin Islands (the “Pur |
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| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001- 39925 TIAN RUIXIANG Holdings Ltd Room 918, Jingding Building, Xicheng District, District, Beijing, Xicheng District, District, Beijing, People’s Republic o |
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| May 30, 2025 |
Amendment No. 1 to Financial Advisory Engagement Agreement Exhibit 10.2 Amendment No. 1 to Financial Advisory Engagement Agreement This Amendment No. 1 (this “Amendment”) to the Financial Advisory Engagement Agreement dated as of December 27, 2024 (the “Agreement”) is entered into as of April 17, 2025, by and between TIAN RUIXIANG Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), a |
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| May 30, 2025 |
Exhibit 99.1 TIAN RUIXIANG Holdings Ltd to Acquire Ucare Inc. in US$150 Million All-Stock Deal, Advancing In-Hospital Health Insurance Strategy BEIJING, May 30, 2025 (GLOBE NEWSWIRE) - TIAN RUIXIANG Holdings Ltd (Nasdaq: TIRX) (the "Company" or “TRX”), a China-based insurance broker, today announced plans to acquire 100% of issued and outstanding shares of Ucare Inc. (“Ucare”), the sole operator o |
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| May 30, 2025 |
Financial Advisory Engagement Agreement Exhibit 10.1 Financial Advisory Engagement Agreement This Financial Advisory Engagement Agreement (the “Agreement”) is entered into as of 27 Dec, by and between TIAN RUIXIANG Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and [JAASH Investment], a company organized under the laws of the People’s Republic of China (“Advis |
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| January 31, 2025 |
Exhibit 13.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of TIAN RUIXIANG Holdings Ltd (the “Company”) on Form 20-F for the year ended October 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yue Wang, Chief Financial Officer of the Company, certify, p |
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| January 31, 2025 |
Exhibit 12.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Sheng Xu, certify that: 1. I have reviewed this annual report on Form 20-F of TIAN RUIXIANG Holdings Ltd (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement |
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| January 31, 2025 |
Description of Securities registered under Section 12 of the Exchange Act of 1934, as amended Exhibit 2.4 Description of Securities registered under Section 12 of the Exchange Act of 1934, as amended The following securities are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Class A Ordinary Share, par value US$0.025 per share TIRX NASDAQ Capital Market Capitalized terms used |
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| January 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITI |
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| January 31, 2025 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form F-1 of TIAN RUIXIANG Holdings Ltd and Subsidiaries of our report dated January 31, 2025, relating to the consolidated financial statements, which appears in this Annual Report of TIAN RUIXIANG Holdings Ltd for the year ended October 31, 20 |
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| January 31, 2025 |
Exhibit 13.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of TIAN RUIXIANG Holdings Ltd (the “Company”) on Form 20-F for the year ended October 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sheng Xu, Chief Executive Officer of the Company, certify, p |
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| January 31, 2025 |
Exhibit 12.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Yue Wang, certify that: 1. I have reviewed this annual report on Form 20-F of TIAN RUIXIANG Holdings Ltd (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement |
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| January 31, 2025 |
Exhibit 1.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS Company Limited by Shares Fourth Amended and Restated Memorandum of Association of TIAN RUIXIANG HOLDINGS LTD (Adopted by Special Resolution dated January 20,2025) 1.The name of the Company is TIAN RUIXIANG Holdings Ltd. 2. The registered office is situated at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Ch |
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| January 31, 2025 |
Exhibit 15.1 200120 86-21-51150298 86-21-51150398 , P.R.China 源泰律师事务所 YUAN TAI LAW OFFICES 中国上海浦东新区浦东南路256号华夏银行大厦14楼 邮编：200120 电话：86-21-51150298 传真：86-21-51150398 14/F,Huaxia Bank Plaza,256 South Pudong Road Pu Dong New Area Shanghai 200120, P.R.China Tel: 86-21-51150298 Fax: 86-21-51150398 Date: January 31, 2025 Dear Sirs or Madams, We are qualified lawyers of the People’s Republic of China (the |
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| January 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-39925 TIAN RUIXIANG Holdings Ltd. Room 918, Jingding Building, Xicheng District, Beijing, China (Address of principal executive offices) Indicate by che |
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| January 15, 2025 |
TIAN RUIXIANG Holdings Ltd January 15, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: TIAN RUIXIANG Holdings Ltd Registration Statement on Form F-1 File No. 333-284110 Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations of the U.S. Securities and Exch |
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| January 10, 2025 |
Exhibit 10.1 THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). 本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，并遵循美国1933年证券法及其修订案（“证券法”）下的S条例（见协议中定义）。 NONE |
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| January 10, 2025 |
Exhibit 10.2 Valuation report Fair value estimate of Class B share of TIAN RUIXIANG Holdings Ltd. Client: TIAN RUIXIANG Holdings Ltd. Contact number: KKG24/11/18RZP Report date: 7 January 2025 2 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET 7 January 2025 The Directors TIAN RUIXIANG HOLDINGS LTD. Dear Sirs, In accordance with your instructions, we have undertaken an invest |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001- 39925 TIAN RUIXIANG Holdings Ltd. Room 918, Jingding Building, Xicheng District, District, Beijing, Xicheng District, District, Beijing, People’s Repub |
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| January 8, 2025 |
Exhibit 10.2 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the “Agreement”) is entered into and effective as of January 6, 2025, by and between Zhe Wang, an individual with an address at No. 201, Door 7, 3rd Floor, Courtyard 67, Majiabao Road, Fengtai District, Beijing, People's Republic of China (the “Creditor”), and TIAN RUIXIANG Holdings Ltd., an exempted company with limited li |
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| January 8, 2025 |
Exhibit 10.1 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the “Agreement”) is entered into and effective as of January 6, 2025, by and between Fenge Feng, an individual with an address at Room 714, 207th floor, Jixiangli, Chaoyang District, Beijing, the People's Republic of China (the “Creditor”), and TIAN RUIXIANG Holdings Ltd., an exempted company with limited liability formed in th |
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| January 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001- 39925 TIAN RUIXIANG Holdings Ltd. Room 918, Jingding Building, Xicheng District, District, Beijing, Xicheng District, District, Beijing, People’s Repub |
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| January 8, 2025 |
Exhibit 10.3 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the “Agreement”) is entered into and effective as of January 6, 2025, by and between Mufang Gao, an individual with an address at No. 201, Door 7, 3rd Floor, Courtyard 67, Majiabao Road, Fengtai District, Beijing, the People's Republic of China (the “Creditor”), and TIAN RUIXIANG Holdings Ltd., an exempted company with limited |
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| January 8, 2025 |
Exhibit 10.4 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the “Agreement”) is entered into and effective as of January 6, 2025, by and between Baohai Xu, an individual with an address at Room 714, 207th floor, Jixiangli, Chaoyang District, Beijing, the People's Republic of China (the “Creditor”), and TIAN RUIXIANG Holdings Ltd., an exempted company with limited liability formed in the |
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| January 8, 2025 |
Exhibit 10.5 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the “Agreement”) is entered into and effective as of January 6, 2025, by and between Mingxiu Luan, an individual with an address at No. 23, Nanqishan Village, Renhe Town, Rongcheng City, Shandong Province, the People's Republic of China (the “Creditor”), and TIAN RUIXIANG Holdings Ltd., an exempted company with limited liabilit |
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| January 2, 2025 |
AMENDMENT TO SUBSCRIPTION AGREEMENT Exhibit 10.22 AMENDMENT TO SUBSCRIPTION AGREEMENT THIS AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”) is dated December 23, 2024, and amends that certain Subscription Agreement (the “Agreement”) dated November 1, 2024 by and between TIAN RUIXIANG Holdings Ltd., a Cayman Islands company (the “Company”) and Xu Sheng Investors Co., Ltd, a British Virgin Islands company. Xu Sheng Investors Co. |
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| January 2, 2025 |
Exhibit 99.1 源泰律师事务所 YUAN TAI LAW OFFICES 中国上海浦东新区浦东南路256号华夏银行大厦14楼 邮编：200120 电话：86-21-51150298 传真：86-21-51150398 14/F,Huaxia Bank Plaza,256 South Pudong Road Pu Dong New Area Shanghai 200120, P.R.China Tel: 86-21-51150298 Fax: 86-21-51150398 Date: January 2, 2025 Legal Opinion To: TIAN RUIXIANG Holdings Ltd Room 918, Jingding Building, Xicheng District, Beijing, People’s Republic of China Dear Si |
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| January 2, 2025 |
As filed with the U.S. Securities and Exchange Commission on January 2, 2025. As filed with the U.S. Securities and Exchange Commission on January 2, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TIAN RUIXIANG Holdings Ltd (Exact name of registrant as specified in its charter) Cayman Islands 6411 Not Applicable (State or other jurisdiction of incorporation |
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| January 2, 2025 |
Exhibit 107 Filing Fee Table F-1 (Form Type) TIAN RUIXIANG Holdings Ltd (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Fee Proposed Proposed Calculation Maximum Maximum Security or Carry Offering Aggregate Amount of Security Class Forward Amount Price Per Offering Fee Registration Type Title Rule Registered Unit Price Rate Fee Fees To Be Paid Equity Class A Ordinary Shares, par value $0. |
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| January 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-39925 TIAN RUIXIANG Holdings Ltd Room 918, Jingding Building, Xicheng District, Beijing, The People’s Republic of China (Address of principal executive |
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| December 26, 2024 |
Exhibit 99.3 TIAN RUIXIANG HOLDINGS LTD Notice of 2025 Annual General Meeting of Shareholders To Be Held on January 20, 2025, at 10:30 A.M. EST NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “AGM”) of the holders of the Class A Ordinary Shares and the Class B Ordinary Shares (collectively, the “Ordinary Shares”) of TIAN RUIXIANG Holdings Ltd (the “Company”) will be held at Room 918, J |
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| December 26, 2024 |
Exhibit 99.4 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TIAN RUIXIANG HOLDINGS LTD FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 20, 2025 at 10:30 A.M., EASTERN TIME The undersigned, being a shareholder of TIAN RUIXIANG Holdings Ltd., a Cayman Islands exempted company (the “Company”), hereby acknowledges receipt of the Notice of Annual General Meeting of |
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| December 26, 2024 |
Exhibit 99.1 TIAN RUIXIANG HOLDINGS LTD Notice of 2025 Extraordinary General Meeting of Holders of Class A Ordinary Shares To Be Held on January 20, 2025, at 10:00 A.M. EST NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “EGM”) of the holders of the Class A Ordinary Shares (the “Class A Ordinary Shares”) of TIAN RUIXIANG Holdings Ltd (the “Company”) will be held at Room 918, Jin |
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| December 26, 2024 |
Exhibit 99.2 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TIAN RUIXIANG HOLDINGS LTD FOR THE EXTRAORDINARY GENERAL MEETING OF THE HOLDERS OF CLASS A ORDINARY SHARES TO BE HELD ON JANUARY 20, 2025 at 10:00 A.M., EASTERN TIME The undersigned, being a shareholder of TIAN RUIXIANG Holdings Ltd, a Cayman Islands exempted company (the “Company”), hereby acknowledges receipt of the Noti |
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| December 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-39925 TIAN RUIXIANG Holdings Ltd Room 1001, 10 / F, No. 25, North East Third Ring Road, Chaoyang District, Beijing, The People’s Republic of China (Add |
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| November 13, 2024 |
SC 13G/A 1 ea022071812-13ga4intratian.htm AMENDMENT NO. 4 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* TIAN RUIXIANG Holdings Ltd (Name of Issuer) Class A ordinary shares, $0.005 par value per share (Title of Class of Securities) KYG8884K1105 (CUSIP Number) September 30, 2024 (Date |
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| November 12, 2024 |
Exhibit 10.20 THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). 本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，并遵循美国1933年证券法及其修订案（“证券法”）下的S条例（见协议中定义）。 NONE |
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| November 12, 2024 |
Exhibit 10.7 THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). 本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，并遵循美国1933年证券法及其修订案（“证券法”）下的S条例（见协议中定义）。 NONE |
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| November 12, 2024 |
Exhibit 10.15 THIS SUBSCRIPTION AGREEMENT(THIS“AGREEMENT”)RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.PERSONS(AS DEFINED HEREIN)PURSUANT TO REGULATION S(AS DEFINED HEREIN)UNDER THE UNITED STATES SECURITIES ACT OF 1933,AS AMENDED (THE “SECURITIES ACT”). 本认购协议(本“协议”)与向非美国人士(见协议中定义)邀约出售证券的离岸交易相关，并遵 循美国1933年证券法及其修订案(“证券法”)下的 S 条例(见协议中定义)。 NONE OF TH |
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| November 12, 2024 |
Exhibit 10.17 THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). 本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，并遵循美国1933年证券法及其修订案（“证券法”）下的S条例（见协议中定义）。 NONE |
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| November 12, 2024 |
Exhibit 10.8 THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). 本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，并遵循美国1933年证券法及其修订案（“证券法”）下的S条例（见协议中定义）。 NONE |
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| November 12, 2024 |
Exhibit 10.18 THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). 本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，并遵循美国1933年证券法及其修订案（“证券法”）下的S条例（见协议中定义）。 NONE |
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| November 12, 2024 |
Exhibit 10.10 THIS SUBSCRIPTION AGREEMENT(THIS“AGREEMENT”)RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.PERSONS(AS DEFINED HEREIN)PURSUANT TO REGULATION S(AS DEFINED HEREIN)UNDER THE UNITED STATES SECURITIES ACT OF 1933,AS AMENDED (THE “SECURITIES ACT”). 本认购协议(本“协议”)与向非美国人士(见协议中定义)邀约出售证券的离岸交易相关，并遵 循美国1933年证券法及其修订案(“证券法”)下的 S 条例(见协议中定义)。 NONE OF TH |
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| November 12, 2024 |
Exhibit 10.13 THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). 本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，并遵循美国1933年证券法及其修订案（“证券法”）下的S条例（见协议中定义）。 NONE |
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| November 12, 2024 |
Exhibit 10.1 THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). 本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，并遵循美国1933年证券法及其修订案（“证券法”）下的S条例（见协议中定义）。 NONE |
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| November 12, 2024 |
Exhibit 10.19 THIS SUBSCRIPTION AGREEMENT(THIS“AGREEMENT”)RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.PERSONS(AS DEFINED HEREIN)PURSUANT TO REGULATION S(AS DEFINED HEREIN)UNDER THE UNITED STATES SECURITIES ACT OF 1933,AS AMENDED (THE “SECURITIES ACT”). 本认购协议(本“协议”)与向非美国人士(见协议中定义)邀约出售证券的离岸交易相关，并遵 循美国1933年证券法及其修订案(“证券法”)下的 S 条例(见协议中定义)。 NONE OF TH |
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| November 12, 2024 |
Exhibit 10.6 THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). 本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，并遵循美国1933年证券法及其修订案（“证券法”）下的S条例（见协议中定义）。 NONE |
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| November 12, 2024 |
Exhibit 10.5 THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). 本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，并遵循美国1933年证券法及其修订案（“证券法”）下的S条例（见协议中定义）。 NONE |
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| November 12, 2024 |
Exhibit 10.2 THIS SUBSCRIPTION AGREEMENT(THIS“AGREEMENT”)RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.PERSONS(AS DEFINED HEREIN)PURSUANT TO REGULATION S(AS DEFINED HEREIN)UNDER THE UNITED STATES SECURITIES ACT OF 1933,AS AMENDED (THE “SECURITIES ACT”). 本认购协议(本“协议”)与向非美国人士(见协议中定义)邀约出售证券的离岸交易相关，并遵 循美国1933年证券法及其修订案(“证券法”)下的 S 条例(见协议中定义)。 NONE OF THE |
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| November 12, 2024 |
Exhibit 10.12 THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). 本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，并遵循美国1933年证券法及其修订案（“证券法”）下的S条例（见协议中定义） |
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| November 12, 2024 |
Exhibit 10.11 THIS SUBSCRIPTION AGREEMENT(THIS“AGREEMENT”)RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.PERSONS(AS DEFINED HEREIN)PURSUANT TO REGULATION S(AS DEFINED HEREIN)UNDER THE UNITED STATES SECURITIES ACT OF 1933,AS AMENDED(THE “SECURITIES ACT”) 本认购协议(本“协议”)与向非美国人士(见协议中定义)邀约出售证券的离岸交易相关，并遵 循美国1933年证券法及其修订案(“证券法”)下的S 条例(见协议中定义)。 NONE OF THE S |
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| November 12, 2024 |
Exhibit 10.16 THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). 本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，并遵循美国1933年证券法及其修订案（“证券法”）下的S条例（见协议中定义）。 NONE |
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| November 12, 2024 |
Exhibit 10.9 THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). 本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，并遵循美国1933年证券法及其修订案（“证券法”）下的S条例（见协议中定义）。 NONE |
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| November 12, 2024 |
Exhibit 10.14 THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). 本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，并遵循美国1933年证券法及其修订案（“证券法”）下的S条例（见协议中定义）。 NONE |
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| November 12, 2024 |
Exhibit 10.4 THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). 本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，并遵循美国1933年证券法及其修订案（“证券法”）下的S条例（见协议中定义）。 NONE |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001- 39925 TIAN RUIXIANG Holdings Ltd. Room 1001, 10 / F, No. 25, North East Third Ring Road, Chaoyang District, Beijing, Chaoyang District, Beijing, Peopl |
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| November 12, 2024 |
Exhibit 10.3 THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). 本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，并遵循美国1933年证券法及其修订案（“证券法”）下的S条例（见协议中定义）。 NONE |
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| October 3, 2024 |
CORRESP 1 filename1.htm TIAN RUIXIANG Holdings Ltd October 3, 2024 Via EDGAR Division of Corporation Finance Office of Mergers & Acquisitions U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Attention: Shane Callaghan Nicholas Panos Re: TIAN RUIXIANG Holdings Ltd Schedule 13D Filed by Min Zhou Filed June 10, 2024 File No. 005-92589 Ladies and Gentlemen: This letter |
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| August 16, 2024 |
TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN U.S. DOLLARS) Exhibit 99.1 TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN U.S. DOLLARS) As of April 30, 2024 October 31, 2023 (Unaudited) ASSETS CURRENT ASSETS: Cash $ 27,456,502 $ 2,383 Restricted cash 700,530 692,692 Short-term investments — 26,797,081 Accounts receivable 7,844 18,960 Other current assets 90,333 107,508 Total Current Assets 28,255,209 27,618,624 NON-CURR |
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| August 16, 2024 |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS Exhibit 99.2 OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with the unaudited financial results and statements of TIAN RUIXIANG Holdings Ltd (the “Company,” “we,” “our,” or “us”) for the six (6) months ended April 30, 2024, furnished and included with this report as Exhibit |
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| August 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number 001-39925 TIAN RUIXIANG Holdings Ltd Room 1001, 10 / F, No. 25, North East Third Ring Road, Chaoyang District, Beijing, Chaoyang District, Beijing, People’s Repu |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001- 39925 TIAN RUIXIANG Holdings Ltd. Room 1001, 10 / F, No. 25, North East Third Ring Road, Chaoyang District, Beijing, Chaoyang District, Beijing, People’ |
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| July 17, 2024 |
INSIDER TRADING COMPLIANCE MANUAL TIAN RUIXIANG HOLDINGS LTD Adopted January 14, 2021 Exhibit 97.1 INSIDER TRADING COMPLIANCE MANUAL TIAN RUIXIANG HOLDINGS LTD Adopted January 14, 2021 In order to take an active role in the prevention of insider trading violations by its officers, directors, employees, consultants, advisors and other related individuals, the Board of Directors (the “Board”) of TIAN RUIXIANG Holdings Ltd, a company incorporated under the laws of the Cayman Islands ( |
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| July 17, 2024 |
TIAN RUIXIANG HOLDINGS LTD 2023 PERFORMANCE INCENTIVE PLAN Exhibit 4.15 TIAN RUIXIANG HOLDINGS LTD 2023 PERFORMANCE INCENTIVE PLAN 1.PURPOSE OF PLAN The purpose of this 2023 Performance Incentive Plan (this “Plan”) of TIAN RUIXIANG Holdings Ltd, an exempted company organized under the Companies Act (As Revised) of the Cayman Islands, and its successors (the “Company”), is to promote the success of the Company and to increase shareholder value by providing |
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| July 17, 2024 |
Exhibit 12.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Mingxiu Luan, certify that: 1. I have reviewed this annual report on Form 20-F of TIAN RUIXIANG Holdings Ltd (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the state |
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| July 17, 2024 |
Exhibit 1.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS Company Limited by Shares Third Amended and Restated Memorandum of Association of TIAN RUIXIANG HOLDINGS LTD (Adopted by Special Resolution dated 26 July 2023) 1.The name of the Company is TIAN RUIXIANG Holdings Ltd. 2. The registered office is situated at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church |
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| July 17, 2024 |
TIAN RUIXIANG HOLDINGS LTD THE “COMPANY” COMPENSATION RECOVERY POLICY Effective December 1, 2023 Exhibit 97.2 TIAN RUIXIANG HOLDINGS LTD THE “COMPANY” COMPENSATION RECOVERY POLICY Effective December 1, 2023 In accordance with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Exchange Act Rule 10D-1, and the listing standards of The Nasdaq Stock Market (the “Exchange”), the Company’s Board of Directors (the “Board”) has adopted this Compensation Recovery Poli |
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| July 17, 2024 |
Exhibit 13.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of TIAN RUIXIANG Holdings Ltd (the “Company”) on Form 20-F for the year ended October 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sheng Xu, Chief Executive Officer of the Company, certify, p |
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| July 17, 2024 |
Exhibit 15.1 July 17, 2024 To: TIAN RUIXIANG Holdings Ltd Room 1001, 10 / F, No. 25, Northeast Third Ring Road, Chaoyang District, Beijing, The People’s Republic of China Re: Consent Letter on TIAN RUIXIANG Holdings Ltd – Form 20-F Dear Sirs or Madams, We are qualified lawyers of the People’s Republic of China (the “PRC”, for the purpose of this consent only, the PRC shall not include the Hong Kon |
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| July 17, 2024 |
Exhibit 13.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of TIAN RUIXIANG Holdings Ltd (the “Company”) on Form 20-F for the year ended October 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mingxiu Luan, Chief Financial Officer of the Company, certif |
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| July 17, 2024 |
Description of Securities registered under Section 12 of the Exchange Act of 1934, as amended Exhibit 2.4 Description of Securities registered under Section 12 of the Exchange Act of 1934, as amended The following securities are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Class A Ordinary Share, par value US$0.025 per share TIRX NASDAQ Capital Market Capitalized terms used |
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| July 17, 2024 |
Exhibit 12.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Sheng Xu, certify that: 1. I have reviewed this annual report on Form 20-F of TIAN RUIXIANG Holdings Ltd (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement |
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| July 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITI |
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| July 17, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (File No. 333-269348) and Form S-8 (File No. 333-273415) of Tian Ruixiang Holdings Ltd and Subsidiaries of our report dated July 17, 2024, relating to the consolidated financial statements, which appears in this Annual Report of Tian R |
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| June 10, 2024 |
Mr. Zhe Wang's Application for Share Transfer of the 2023 Performance Incentive Plan EX-99.4 3 tm2416793d1ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 Mr. Zhe Wang's Application for Share Transfer of the 2023 Performance Incentive Plan On August 10, 2023, the Board of Directors approved TIAN RUIXIANG Holdings Ltd. (hereinafter refo1Tcd to as the "Company") 2023 Performance Incentive Plan, and Mr. Zhe Wang is entitled to 500000 Restricted Shares of the Compariy in accordance with the provi |
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| June 10, 2024 |
EX-99.1 2 tm2416794d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 |
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| June 10, 2024 |
EX-99.2 3 tm2416794d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 1 TIAN RUIXIANG HOLDINGS LTD 天睿祥控股有限公司 2023 PERFORMANCE INCENTIVE PLAN 2023 年业绩激励计划 SHARE AWARD AGREEMENT 股份授予协议 Name of Participant: 周敏 (the “Participant”) “参与人”姓名：周敏 Staff ID/PRC National ID: 【43060219831214556X】 员工 ID/中国 ID: 【43060219831214556X】 Address: 【Shenzhen, Guangdong Province 2C, Zhongxin Mangrove Bay, Shahe Street, Nanshan Distr |
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| June 10, 2024 |
TIRX / Tian Ruixiang Holdings Ltd / Wang Zhe - SC 13D/A Activist Investment SC 13D/A 1 tm2416793d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.1)* TIAN RUIXIANG Holdings Ltd. (Name of Issuer) Class A ordinary share, par value $0.025 per share Class B ordinary share, par value $0.025 per share (Title of Class of Securities) G8884K128 (CUSIP Number) Sheng Xu R |
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| June 10, 2024 |
Ms. Sheng Xu 's Application for Share Transfer of the 2023 Performance Incentive Plan EX-99.3 2 tm2416793d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Ms. Sheng Xu 's Application for Share Transfer of the 2023 Performance Incentive Plan On August 10, 2023, the Board of Directors approved TIAN RUIXIANG Holdings Ltd. (hereinafter referred to as the "Company") 2023 Perfonnance Incentive Plan, and Ms. Sheng Xu is entitled to 300000 Restricted Shares of the Company in accordance with the provi |
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| June 10, 2024 |
TIRX / Tian Ruixiang Holdings Ltd / Min Zhou - SC 13D Activist Investment SC 13D 1 tm2416794d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TIAN RUIXIANG Holdings Ltd. (Name of Issuer) Class A ordinary share, par value $0.005 per share (Title of Class of Securities) G8884K128 (CUSIP Number) Sheng Xu Room 1001, 10 / F, No. 25, North East Third Ring Road, Chaoyang District, Bei |
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| June 10, 2024 |
NOTICE OF REVOCATION OF ENTRUSTED VOTING POWER EX-99.5 4 tm2416793d1ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 NOTICE OF REVOCATION OF ENTRUSTED VOTING POWER Date: May 13, 2024 To: WANG INVESTORS CO., Ltd Cc: TIAN RUIXIANG Holdings Ltd, Shareholders From: Unitrust Holdings Limited Address: Room 1001, 10/F, No. 25, North East Third Ring Road, Chaoyang District, Beijing, People’s Republic of China Subject: Revocation of Entrusted Voting Power This not |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2024 Commission File Number: 001- 39925 TIAN RUIXIANG Holdings Ltd. Room 1001, 10 / F, No. 25, North East Third Ring Road, Chaoyang District, Beijing, Chaoyang District, Beijing, People’s |
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| May 21, 2024 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned agree that this Schedule 13D, and any amendments hereto, relating to the Class A ordinary shares, par value $0.025 per share, of TIAN RUIXIANG Holdings Ltd., shall be filed on behalf of the undersigned. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of May 20, 2024. Yuefu Company Limited By: /s/ Hua Pang Name: Hua Pang Title |
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| May 21, 2024 |
TIRX / Tian Ruixiang Holdings Ltd / Yuefu Co Ltd - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TIAN RUIXIANG Holdings Ltd. |
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| May 21, 2024 |
Exhibit 99.2 1 Dated the February 12, 2024 TRX HongKong Investment Limited (天睿祥(香港)投資有限公司) (the “Purchaser”) and Yuefu Company Limited (the “Vendor”) *********************************************** AGREEMENT FOR SALE AND PURCHASE IN RESPECT OF ENTIRE ISSUED SHARE CAPITAL OF AND DEBT OWED BY PEAK CONSULTING SERVICES LIMITED (港鋒顧問服務有限公司) *********************************************** Messrs. H. Y. |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001- 39925 TIAN RUIXIANG Holdings Ltd. Room 1001, 10 / F, No. 25, North East Third Ring Road, Chaoyang District, Beijing, People’s Republic of China (Address of |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission File Number: 001- 39925 TIAN RUIXIANG Holdings Ltd. Room 1001, 10 / F, No. 25, North East Third Ring Road, Chaoyang District, Beijing, Chaoyang District, Beijing, People’s |
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| April 17, 2024 |
Exhibit 99.2 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TIAN RUIXIANG HOLDINGS LTD. FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 6, 2024 The undersigned shareholder of TIAN RUIXIANG Holdings Ltd., a Cayman Islands exempted company (the “Company”), hereby acknowledges receipt of the Notice of Extraordinary General Meeting of shareholders (the “Meeting” |
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| April 17, 2024 |
Exhibit 99.1 TIAN RUIXIANG HOLDINGS LTD. Notice of 2024 Extraordinary General Meeting of Shareholders To Be Held on May 6, 2024, at 10:00 A.M. EST NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “Meeting”) of the holders of the Class A Ordinary Shares and Class B Ordinary Shares (collectively, the “Ordinary Shares”) of TIAN RUIXIANG Holdings Ltd. (the “Company”) will be held at |
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| April 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission File Number: 001-39925 TIAN RUIXIANG Holdings Ltd. Room 1001, 10 / F, No. 25, North East Third Ring Road, Chaoyang District, Beijing, The People’s Republic of China (Addre |
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| April 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission File Number: 001- 39925 TIAN RUIXIANG Holdings Ltd. Room 1001, 10 / F, No. 25, North East Third Ring Road, Chaoyang District, Beijing, Chaoyang District, Beijing, People’s |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One):¨ Form 10-K x Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: October 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Peri |
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| February 14, 2024 |
EX-99.1 2 tm246204d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendm |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-39925 TIAN RUIXIANG Holdings Ltd. Room 1001, 10 / F, No. 25, North East Third Ring Road, Chaoyang District, Beijing, Chaoyang District, Beijing, People |
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| February 14, 2024 |
TIRX / Tian Ruixiang Holdings Ltd / Xu Sheng - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TIAN RUIXIANG Holdings Ltd. (Name of Issuer) Class A ordinary shares, par value $0.005 per share (Title of Class of Securities) G8884K110 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to |
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| February 14, 2024 |
Exhibit 99.2 TIAN RUIXIANG Holdings Ltd’s Subsidiary Enters into Sale and Purchase Agreement for Licensed Insurance Broker in Hong Kong BEIJING, Feb. 14, 2024 (GLOBE NEWSWIRE) - TIAN RUIXIANG Holdings Ltd (Nasdaq: TIRX) (the "Company"), a China-based insurance broker conducting business through its variable interest entity in China, today announced that TRX HongKong Investment Limited (“TRX HongKo |
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| February 14, 2024 |
Exhibit 99.1 Dated the February 12, 2024 TRX HongKong Investment Limited (天睿祥(香港)投資有限公司) (the “Purchaser”) and Yuefu Company Limited (the “Vendor”) *********************************************** AGREEMENT FOR SALE AND PURCHASE IN RESPECT OF ENTIRE ISSUED SHARE CAPITAL OF AND DEBT OWED BY PEAK CONSULTING SERVICES LIMITED (港鋒顧問服務有限公司) *********************************************** Messrs. H. Y. Le |
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| February 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* TIAN RUIXIANG Holdings Ltd (Name of Issuer) Class A ordinary shares, $0.005 par value per share (Title of Class of Securities) KYG8884K1105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| October 30, 2023 |
TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN U.S. DOLLARS) Exhibit 99.1 TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN U.S. DOLLARS) As of April 30, 2023 October 31, 2022 ASSETS CURRENT ASSETS: Cash $ 35,923,605 $ 2,508 Restricted cash 732,602 692,734 Short-term investments — 26,179,662 Accounts receivable, net 114,489 51,202 Note receivable — 7,500,000 Interest receivable — 262,192 Due from related party — 1,369 Oth |
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| October 30, 2023 |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS Exhibit 99.2 OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with the unaudited financial results and statements of TIAN RUIXIANG Holdings Ltd (the “Company,” “we,” “our,” or “us”) for the six (6) months ended April 30, 2023, furnished and included with this report as Exhibit |
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| October 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number 001-39925 TIAN RUIXIANG Holdings Ltd Room 1001, 10 / F, No. 25, North East Third Ring Road, Chaoyang District, Beijing, People’s Republic of China (Address of p |
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| August 18, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned agree that this Schedule 13D, and any amendments hereto, relating to the Class A and Class B ordinary shares, par value $0.005 per share, of TIAN RUIXIANG Holdings Ltd., shall be filed on behalf of the undersigned. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of August 18, 2023. Unitrust Holdings Limited By: /s/ Mufang Gao |
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| August 18, 2023 |
Exhibit 99.2 |
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| August 18, 2023 |
TIRX / Tian Ruixiang Holdings Ltd - Class A / Wang Zhe - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TIAN RUIXIANG Holdings Ltd. |
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| July 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number: 001-39925 TIAN RUIXIANG Holdings Ltd. Room 1001, 10 / F, No. 25, North East Third Ring Road, Chaoyang District, Beijing, Chaoyang District, Beijing, People’s R |
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| July 25, 2023 |
CALCULATION OF REGISTRATION FEE Exhibit 107 CALCULATION OF REGISTRATION FEE Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Class A Ordinary Shares, par value $0. |
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| July 25, 2023 |
TIAN RUIXIANG Holdings Ltd 2023 PERFORMANCE INCENTIVE PLAN Exhibit 10.1 TIAN RUIXIANG Holdings Ltd 2023 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN The purpose of this 2023 Performance Incentive Plan (this “Plan”) of TIAN RUIXIANG Holdings Ltd, an exempted company organized under the Companies Act (As Revised) of the Cayman Islands, and its successors (the “Company”), is to promote the success of the Company and to increase shareholder value by providin |
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| July 25, 2023 |
As filed with the Securities and Exchange Commission on July 25, 2023 As filed with the Securities and Exchange Commission on July 25, 2023 Registration No. |
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| June 28, 2023 |
Exhibit 99.2 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TIAN RUIXIANG HOLDINGS LTD FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 26, 2023 The undersigned shareholder of TIAN RUIXIANG Holdings Ltd, a Cayman Islands exempted company (the “Company”), hereby acknowledges receipt of the Notice of Annual General Meeting of shareholders (the “Meeting”) and the Prox |
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| June 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number: 001-39925 TIAN RUIXIANG Holdings Ltd Room 1001, 10 / F, No. 25, North East Third Ring Road, Chaoyang District, Beijing, The People’s Republic of China (Address |
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| June 28, 2023 |
Exhibit 99.1 TIAN RUIXIANG HOLDINGS LTD Notice of 2023 Annual General Meeting of Shareholders To Be Held on July 26, 2023, at 10:00 AM Eastern Time NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “Meeting”) of the holders of the Class A ordinary shares and Class B ordinary shares (collectively, the “ordinary shares”) of TIAN RUIXIANG Holdings Ltd (the “Company”) will be held at Room 10 |
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| May 26, 2023 |
TIAN RUIXIANG Holdings Ltd May 26, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Office of Consumer Products 100 F. Street, N.E. Washington, D.C. 20549 Re: TIAN RUIXIANG Holdings Ltd Registration Statement on Form F-3, as amended File No. 333-269348 Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations of the U.S. Securities and Exc |
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| May 16, 2023 |
As filed with the U.S. Securities and Exchange Commission on May 16, 2023 As filed with the U.S. Securities and Exchange Commission on May 16, 2023 Registration No. 333-269348 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.1 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TIAN RUIXIANG Holdings Ltd (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of |
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| May 16, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM F-3 (Form Type) TIAN RUIXIANG Holdings Ltd (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Ordinary Shares, par value US$0. |
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| March 15, 2023 |
Consent of Beijing Jingshi Law Firm Liaocheng Office Exhibit 15.1 March 15, 2023 To: TIAN RUIXIANG Holdings Ltd Room 1001, 10/F, Zhuzong Building, No. 25, East 3rd Ring Middle Road, Chaoyang District, Beijing The People’s Republic of China Re: Consent Letter on TIAN RUIXIANG Holdings Ltd – Form 20-F Dear Sirs or Madams, We are qualified lawyers of the People’s Republic of China (the “PRC”, for the purpose of this consent only, the PRC shall not incl |
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| March 15, 2023 |
Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (File No. 333-269348) and Form S-8 (File No. 333-261491) of Tian Ruixiang Holdings Ltd and Subsidiaries of our report dated March 15, 2023, relating to the consolidated financial statements, which appears in this Annual Report of Tian |
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| March 15, 2023 |
Exhibit 13.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of TIAN RUIXIANG Holdings Ltd (the “Company”) on Form 20-F for the year ended October 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mingxiu Luan, Chief Financial Officer of the Company, certif |
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| March 15, 2023 |
Exhibit 12.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Mingxiu Luan, certify that: 1. I have reviewed this annual report on Form 20-F of TIAN RUIXIANG Holdings Ltd (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the state |
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| March 15, 2023 |
Exhibit 12.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Zhe Wang, certify that: 1. I have reviewed this annual report on Form 20-F of TIAN RUIXIANG Holdings Ltd (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement |
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| March 15, 2023 |
Exhibit 13.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of TIAN RUIXIANG Holdings Ltd (the “Company”) on Form 20-F for the year ended October 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zhe Wang, Chief Executive Officer of the Company, certify, p |
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| March 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITI |
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| March 15, 2023 |
Exhibit 2.4 Description of Securities registered under Section 12 of the Exchange Act of 1934, as amended The following securities are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Class A Ordinary Share, par value US$0.005 per share TIRX NASDAQ Capital Market Capitalized terms used |
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| March 15, 2023 |
Second Amended and Restated Memorandum and Articles of Association Exhibit 1.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS Company Limited by Shares Second Amended and Restated Memorandum of Association of TIAN RUIXIANG HOLDINGS LTD (Adopted by Special Resolution dated 28 October 2022 and effected on 16 November 2022) 1. The name of the Company is TIAN RUIXIANG Holdings Ltd. 2. The registered office is situated at Harneys Fiduciary (Cayman) Limited, 4th |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K x Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: October 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Per |
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| February 14, 2023 |
TIRX / TIAN RUIXIANG Holdings Ltd Class A / CVI Investments, Inc. - SC 13G/A Passive Investment CUSIP No: G8884K110 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 2)* Tian Ruixiang Holdings Ltd (Name of Issuer) Class A Ordinary Shares, $0.005 par value per share (Title of Class of Securities) G88 |
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| February 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* TIAN RUIXIANG Holdings Ltd (Name of Issuer) Class A ordinary shares, $0.005 par value per share (Title of Class of Securities) KYG8884K1105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| January 20, 2023 |
EX-FILING FEES 7 tm233786d1ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables FORM F-3 (Form Type) TIAN RUIXIANG Holdings Ltd (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule A |
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| January 20, 2023 |
Exhibit 4.5 TIAN RUIXIANG HOLDINGS LTD (the “Issuer”) AND [TRUSTEE] (the “Trustee”) INDENTURE Dated as of [●], 20[●] Senior Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and |
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| January 20, 2023 |
Exhibit 4.6 TIAN RUIXIANG HOLDINGS LTD (the “Issuer”) AND [TRUSTEE] (the “Trustee”) INDENTURE Dated as of [●], 20[●] Subordinated Debt Securities TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and |
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| January 20, 2023 |
As filed with the U.S. Securities and Exchange Commission on January 20, 2023 As filed with the U.S. Securities and Exchange Commission on January 20, 2023 Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TIAN RUIXIANG Holdings Ltd (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or |
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| November 14, 2022 |
our report of foreign private issuer on Form 6-K filed with the SEC on November 14, 2022; UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-39925 TIAN RUIXIANG Holdings Ltd. Room 1106, 11 / F, No. 19, North East Third Ring Road, Chaoyang District, Beijing, People?s Republic of China (Addres |
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| October 31, 2022 |
our report of foreign private issuer on Form 6-K filed with the SEC on October 31, 2022; UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 Commission File Number: 001-39925 TIAN RUIXIANG Holdings Ltd. Room 1106, 11 / F, No. 19, North East Third Ring Road, Chaoyang District, Beijing, People’s Republic of China (Address |
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| October 27, 2022 |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS Exhibit 99.2 OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with the unaudited financial results and statements of TIAN RUIXIANG Holdings Ltd (the “Company,” “we,” “our,” or “us”) for the six (6) months ended April 30, 2022, furnished and included with this report as Exhibit |
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| October 27, 2022 |
TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN U.S. DOLLARS) Exhibit 99.1 TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN U.S. DOLLARS) As of April 30, 2022 October 31, 2021 ASSETS (Unaudited) CURRENT ASSETS: Cash and cash equivalents $ 29,015,368 $ 30,024,372 Restricted cash 795,044 819,269 Accounts receivable 97,404 320,848 Note receivable 7,500,000 — Interest receivable 186,986 — Due from related party 2,485 — Other |
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| October 27, 2022 |
TIAN RUIXIANG Holdings Ltd Reports Financial Results for the Six Months Ended April 30, 2022 Exhibit 99.3 TIAN RUIXIANG Holdings Ltd Reports Financial Results for the Six Months Ended April 30, 2022 BEIJING, October 27, 2022 /PRNewswire/ - TIAN RUIXIANG Holdings Ltd (Nasdaq: TIRX) (the "Company"), a China-based insurance broker conducting business through its variable interest entity in China, announced today its unaudited financial results for the six months ended April 30, 2022. Mr. Zhe |
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| October 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 Commission File Number 001-39925 TIAN RUIXIANG Holdings Ltd Room 1106, 11 / F, No. 19, North East Third Ring Road, Chaoyang District, Beijing, People’s Republic of China (Address of p |
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| October 11, 2022 |
our report of foreign private issuer on Form 6-K filed with the SEC on October 11, 2022; UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 Commission File Number: 001-39925 TIAN RUIXIANG Holdings Ltd Room 1106, 11 / F, No. 19, North East Third Ring Road, Chaoyang District, Beijing, People’s Republic of China (010) 875 |
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| October 11, 2022 |
Exhibit 99.2 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TIAN RUIXIANG HOLDINGS LTD. FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 28, 2022 The undersigned shareholder of TIAN RUIXIANG Holdings Ltd., a Cayman Islands company (the ?Company?), hereby acknowledges receipt of the Notice of Annual General Meeting of shareholders (the ?Meeting?) and the Proxy St |
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| October 11, 2022 |
Exhibit 99.1 TIAN RUIXIANG HOLDINGS LTD. Notice of 2022 Annual General Meeting of Shareholders To Be Held on October 28, 2022, at 10:00 a.m. EST NOTICE IS HEREBY GIVEN THAT the annual general meeting (the ?Meeting?) of the holders of the Class A ordinary shares and Class B ordinary shares (collectively, the ?ordinary shares?) of TIAN RUIXIANG Holdings Ltd. (the ?Company?) will be held at Room 1001 |
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| September 13, 2022 |
September 13, 2022 VIA EDGAR Ms. Tonya Aldave U.S. Securities and Exchange Commission Division of Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: TIAN RUIXIANG Holdings Ltd Form 20-F for Fiscal Year Ended October 31, 2021 Filed on March 7, 2022 File No. 001-39925 Dear Ms. Aldave: This letter is in response to the letter dated August 31, 2022, from the staff (the ?Staff?) of the Securities a |
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| April 18, 2022 |
As filed with the U.S. Securities and Exchange Commission on April 18, 2022 As filed with the U.S. Securities and Exchange Commission on April 18, 2022 Registration No. 333-261491 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TIAN RUIXIANG Holdings Ltd (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or oth |
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| March 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
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| March 8, 2022 |
EX-15.1 2 tm228614d1ex15-1.htm EXHIBIT 15.1 Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-261491) of our report dated March 7, 2022 with respect to our audits of the consolidated financial statements of Tian Ruixiang Holdings Ltd and Subsidiaries as of October 31, 202 |
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| March 7, 2022 |
Exhibit 2.4 ? Description of Securities registered under Section 12 of the Exchange Act of 1934, as amended ? The following securities are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: ? ? Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Class A ordinary share, par value US$0.001 per share TIRX NASDAQ Capital Market ? Capitalized |
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| March 7, 2022 |
Exhibit 13.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of TIAN RUIXIANG Holdings Ltd (the “Company”) on Form 20-F for the year ended October 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zhe Wang, Chief Executive Officer of the Company, certify, p |
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| March 7, 2022 |
Exhibit 12.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Zhe Wang, certify that: 1. I have reviewed this annual report on Form 20-F of TIAN RUIXIANG Holdings Ltd (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement |
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| March 7, 2022 |
Exhibit 12.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Mingxiu Luan, certify that: 1. I have reviewed this annual report on Form 20-F of TIAN RUIXIANG Holdings Ltd (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the state |
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| March 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| March 7, 2022 |
Exhibit 13.2 ? CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 ? In connection with the Annual Report of TIAN RUIXIANG Holdings Ltd (the ?Company?) on Form 20-F for the year ended October 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Mingxiu Luan, Chief Financial Officer of the Company, ce |
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| February 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K x Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: October 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Per |
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| February 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2022 Commission File Number: 001-39925 TIAN RUIXIANG Holdings Ltd Room 1106, 10 / F, No. 19, North East Third Ring Road, Chaoyang District, Beijing, People?s Republic of China (Address |
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| February 14, 2022 |
TIRX / TIAN RUIXIANG Holdings Ltd Class A / CVI Investments, Inc. - SC 13G/A Passive Investment CUSIP No: G8884K102 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2. (Amendment No. 1)* Tian Ruixiang Holdings Ltd (Name of Issuer) Class A Ordinary Shares, $0.001 par value per share (Title of Class of Securities) G8884K1 |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TIAN RUIXIANG Holdings Ltd (Name of Issuer) Class A ordinary shares, $0.001 par value per share (Title of Class of Securities) KYG884K1022 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| December 3, 2021 |
EX-10.1 4 tm2134446d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 TIAN RUIXIANG Holdings Ltd 2021 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN The purpose of this 2021 Performance Incentive Plan (this “Plan”) of TIAN RUIXIANG Holdings Ltd, an exempted company organized under the Companies Act (As Revised) of the Cayman Islands, and its successors (the “Company”), is to promote the success of the Company |
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| December 3, 2021 |
As filed with the Securities and Exchange Commission on December 3, 2021 Registration No. |
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| December 3, 2021 |
Amended and Restated Articles of Association of the Registrant EX-4.2 2 tm2134446d1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 THE COMPANIES LAW (AS REVISED) OF THE CAYMAN ISLANDS Company Limited by Shares Amended and Restated Memorandum of Association of TIAN RUIXIANG HOLDINGS LTD (Adopted by Special Resolution dated April 21, 2020 and effective immediately prior to the completion of the Company’s initial public offering of Class A Ordinary Shares) 1. The name of the |
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| November 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number: 001-39925 TIAN RUIXIANG Holdings Ltd 30A Jingyuan Art Center, 3 Guangqu Road, Chaoyang District, Beijing, People?s Republic of China (010) 87529554 (Addres |
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| August 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2021 Commission File Number: 001-39925 TIAN RUIXIANG Holdings Ltd 30A Jingyuan Art Center, 3 Guangqu Road, Chaoyang District, Beijing, People?s Republic of China (010) 87529554 (Address |
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| August 10, 2021 |
TIAN RUIXIANG Holdings Ltd Reports Financial Results for the Six Months Ended April 30, 2021 Exhibit 99.1 TIAN RUIXIANG Holdings Ltd Reports Financial Results for the Six Months Ended April 30, 2021 BEIJING, August 10, 2021 /PRNewswire/ - TIAN RUIXIANG Holdings Ltd (Nasdaq: TIRX) (the "Company"), a China-based insurance broker, announced today its unaudited financial results for the six months ended April 30, 2021. Mr. Zhe Wang, Chairman of the board of the directors and Chief Executive O |
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| July 29, 2021 |
TIAN RUIXIANG Holdings Ltd 30A Jingyuan Art Center, 3 Guangqu Road Chaoyang District, Beijing People?s Republic of China July 29, 2021 VIA EDGAR Ms. |
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| July 16, 2021 |
Exhibit 1.2 {HTFL00110417; 3} EXTENSION AGREEMENT This EXTENSION AGREEMENT (this ?Agreement?) dated as of July 15, 2021, by and between TIAN RUIXIANG Holdings Ltd (the ?Company?) and Univest Securities, LLC (?Univest?). Each of the Company and Univest shall be referred to collectively as the ?Parties? and individually as a ?Party.? W I T N E S S E T H: WHEREAS, the Company and Univest entered into |
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| July 16, 2021 |
As filed with the Securities and Exchange Commission on July 16, 2021 As filed with the Securities and Exchange Commission on July 16, 2021 Registration No. |
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| June 14, 2021 |
Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1) Exhibit 1 Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock, $0. |
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| June 14, 2021 |
KY:G8884K102 / TIAN RUIXIANG HOLDINGS LTD / CVI Investments, Inc. - SC 13G Passive Investment CUSIP No: G8884K102 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2. (Amendment No. )* Tian Ruixiang Holdings Ltd (Name of Issuer) Class A Ordinary Shares, $0.001 par value per share (Title of Class of Securities) G8884K10 |
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| June 14, 2021 |
KY:G8884K102 / TIAN RUIXIANG HOLDINGS LTD / Ayrton Capital LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| June 14, 2021 |
SC 13G 1 ea142615-13gintratianruixi.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TIAN RUIXIANG Holdings Ltd (Name of Issuer) Class A ordinary shares, $0.001 par value per share (Title of Class of Securities) KYG884K1022 (CUSIP Number) June 2, 2021 (Date of Event Which Requires Filin |
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| June 8, 2021 |
Form of Securities Purchase Agreement Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?), dated as of June 2, 2021, is by between TIAN RUIXIANG Holdings Ltd, a company organized under the laws of the Cayman Islands (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHERE |
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| June 8, 2021 |
Form of Class A ordinary share Purchase Warrant Exhibit 4.2 CLASS A ORDINARY SHARE PURCHASE WARRANT TIAN RUIXIANG Holdings Ltd Warrant Shares: [?] Initial Exercise Date: June 7, 2021 THIS CLASS A ORDINARY SHARE PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, [?] or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or aft |
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| June 8, 2021 |
TIAN RUIXIANG Holdings Ltd Announces Pricing of Follow-on Public Offering Exhibit 99.1 TIAN RUIXIANG Holdings Ltd Announces Pricing of Follow-on Public Offering Beijing, China, June 03, 2021 - TIAN RUIXIANG Holdings Ltd (Nasdaq: TIRX) (the ?Company?), a China-based insurance broker, announced today the pricing of its best-effort follow-on public offering of up to 4,800,000 units at a purchase price of US$7.50 per unit. Each unit consists of one Class A ordinary share of |
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| June 8, 2021 |
TIAN RUIXIANG Holdings Ltd Announces Initial Closing of Follow-on Public Offering EX-99.2 6 tm2119064d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 TIAN RUIXIANG Holdings Ltd Announces Initial Closing of Follow-on Public Offering Beijing, China, June 07, 2021 - TIAN RUIXIANG Holdings Ltd (Nasdaq: TIRX) (the “Company”), a China-based insurance broker, announced today the initial closing of its previously announced best-effort follow-on public offering for the sale of up to 4,800,000 uni |
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| June 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2021 Commission File Number: 001-39925 TIAN RUIXIANG Holdings Ltd 30A Jingyuan Art Center, 3 Guangqu Road, Chaoyang District, Beijing, People?s Republic of China (010) 87529554 (Address of |
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| June 8, 2021 |
EX-1.1 2 tm2119064d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 PLACEMENT AGENCY AGREEMENT June 2, 2021 Univest Securities, LLC 375 Park Avenue, Suite 1502 New York, NY, 10152 Ladies and Gentlemen: Subject to the terms and conditions of this agreement (this “Agreement”) and the Transaction Documents (as defined below), TIAN RUIXIANG Holdings Ltd, a Cayman Islands company (the “Company”), hereby agrees to se |
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| June 4, 2021 |
Filed pursuant to Rule 424 (b)(4) Registration No. 333-256574 TIAN RUIXIANG Holdings Ltd Up to 4,800,000 Units Each Unit Consisting of One Class A Ordinary Share and One Warrant to Purchase One Class A Ordinary Share We are offering in a best-efforts offering up to 4,800,000 units (the ?Units?), with each Unit consisting of one Class A ordinary share and one warrant to purchase one Class A ordinar |
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| June 3, 2021 |
As filed with the Securities and Exchange Commission on June 3, 2021 As filed with the Securities and Exchange Commission on June 3, 2021 Registration No. |
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| June 2, 2021 |
As filed with the Securities and Exchange Commission on June 2, 2021 Registration No. |
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| June 2, 2021 |
Form of Placement Agency Agreement* Exhibit 1.1 PLACEMENT AGENCY AGREEMENT June , 2021 Univest Securities, LLC 375 Park Avenue, Suite 1502 New York, NY, 10152 Ladies and Gentlemen: Subject to the terms and conditions of this agreement (this ?Agreement?) and the Transaction Documents (as defined below), TIAN RUIXIANG Holdings Ltd, a Cayman Islands company (the ?Company?), hereby agrees to sell up to an aggregate of $[30,000,000] of u |
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| June 2, 2021 |
June 2, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: TIAN RUIXIANG Holdings Ltd Registration Statement on Form F-1, as amended File No. 333-256574 Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amend |
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| June 2, 2021 |
TIAN RUIXIANG Holdings Ltd June 2, 2021 VIA EDGAR Mr. John Stickel U.S. Securities and Exchange Commission Division of Corporation Office of Consumer Products 100 F. Street, N.E. Washington, D.C. 20549 Re: TIAN RUIXIANG Holdings Ltd Registration Statement on Form F-1, as amended File No. 333-256574 Dear Mr. Stickel: In accordance with Rule 461 of the General Rules and Regulations of the U.S. Secur |
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| June 1, 2021 |
TIAN RUIXIANG Holdings Ltd June 1, 2021 VIA EDGAR Mr. John Stickel U.S. Securities and Exchange Commission Division of Corporation Office of Consumer Products 100 F. Street, N.E. Washington, D.C. 20549 Re: TIAN RUIXIANG Holdings Ltd Registration Statement on Form F-1 (File No. 333-256574) Withdrawal of Request for Acceleration of Effectiveness Dear Mr. Stickel: TIAN RUIXIANG Holdings Ltd (the ?Com |
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| May 28, 2021 |
As filed with the Securities and Exchange Commission on May 28, 2021 As filed with the Securities and Exchange Commission on May 28, 2021 Registration No. |
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| May 27, 2021 |
Form of Placement Agent Warrant* Exhibit 4.3 CONFIDENTIAL SULLIVAN DRAFT 5/26/2021 PLACEMENT AGENT WARRANT TIAN RUIXIANG HOLDINGS LTD Warrant Shares: [?]1 Initial Issuance Date: [?], 2021 THIS PLACEMENT AGENT WARRANT TO PURCHASE CLASS A ORDINARY SHARES (the ?Warrant?) certifies that, for value received, Univest Securities, LLC, or its assigns (the ?Holder?), is entitled, upon the terms and subject to the limitations on exercise a |
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| May 27, 2021 |
As filed with the Securities and Exchange Commission on May 27, 2021 Registration No. |
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| May 27, 2021 |
Exhibit 10.4 Form of Lock-Up Agreement , 2021 Univest Securities, LLC 375 Park Avenue, Suite 1502 New York, NY 10152 As Placement Agent, pursuant to a Placement Agency Agreement between Univest Securities, LLC and TIAN RUIXIANG Holdings Ltd, dated June , 2021 Re: Offering and Sale of Securities of TIAN RUIXIANG Holdings Ltd Ladies and Gentlemen: The undersigned understands that you (the ?Placement |
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| May 27, 2021 |
Form of Securities Purchase Agreement** EX-10.3 7 tm2116606d2ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of [•], 2021, is by between TIAN RUIXIANG Holdings Ltd, a company organized under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” |
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| May 27, 2021 |
Exhibit 4.2 CLASS A ORDINARY SHARE PURCHASE WARRANT TIAN RUIXIANG Holdings Ltd Warrant Shares: [?] Initial Exercise Date: [?], 2021 THIS CLASS A ORDINARY SHARE PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, [?] or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after |
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| May 27, 2021 |
Form of Placement Agency Agreement* Exhibit 1.1 PLACEMENT AGENCY AGREEMENT June , 2021 Univest Securities, LLC 375 Park Avenue, Suite 1502 New York, NY, 10152 Ladies and Gentlemen: Subject to the terms and conditions of this agreement (this ?Agreement?) and the Transaction Documents (as defined below), TIAN RUIXIANG Holdings Ltd, a Cayman Islands company (the ?Company?), hereby agrees to sell up to an aggregate of $[30,000,000] of u |
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| May 27, 2021 |
Opinion of Beijing Jingsh Law Firm regarding certain PRC law matters (included in Exhibits 99.2)** EX-99.2 10 tm2116606d2ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 5F,Youlian Cultural Building, Intersection between Huanghe Road and Huashan Road, Development Zone, Liaocheng, Shandong China; Tel:(86635) 7079666 Fax: (86635) 7079666 Email:[email protected] Website: www.en.jingsh.com May 27, 2021 To: TIAN RUIXIANG Holdings Ltd 30A Jingyuan Art Center, 3 Guangqu Road, Chaoyang District Beijing 100124, |
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| May 27, 2021 |
TIAN RUIXIANG Holdings Ltd May 27, 2021 VIA EDGAR Mr. John Stickel U.S. Securities and Exchange Commission Division of Corporation Office of Consumer Products 100 F. Street, N.E. Washington, D.C. 20549 Re: TIAN RUIXIANG Holdings Ltd Registration Statement on Form F-1 File No. 333-256574 Dear Mr. Stickel: In accordance with Rule 461 of the General Rules and Regulations of the U.S. Securities and Ex |
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| May 27, 2021 |
May 27, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: TIAN RUIXIANG Holdings Ltd Registration Statement on Form F-1 File No. 333-256574 Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the ?Sec |
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| May 17, 2021 |
As confidentially submitted to the U.S. Securities and Exchange Commission on May 17, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- [?] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECU |
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| April 29, 2021 |
amendment to the Registrant’s Annual Report on Form 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
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| April 27, 2021 |
Current Report of Foreign Issuer - 6-K 6-K 1 tm2114281d16k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2021 Commission File Number: 001-39925 TIAN RUIXIANG Holdings Ltd 30A Jingyuan Art Center, 3 Guangqu Road, Chaoyang District, Beijing, People’s Republic of Chi |
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| April 27, 2021 |
TIAN RUIXIANG Holdings Ltd Reports Fiscal Year 2020 Financial Results EX-99.1 2 tm2114281d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 TIAN RUIXIANG Holdings Ltd Reports Fiscal Year 2020 Financial Results BEIJING, April 26, 2021 /RPNewswire/ - TIAN RUIXIANG Holdings Ltd (Nasdaq: TIRX) (the "Company"), a China-based insurance broker, announced today its financial results for the fiscal year ended October 31, 2020. Fiscal Year 2020 Financial Highlights For the Years Ended Oc |
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| April 26, 2021 |
Exhibit 13.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of TIAN RUIXIANG Holdings Ltd (the ?Company?) on Form 20-F for the year ended October 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Mingxiu Luan, Chief Financial Officer of the Company, certif |
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| April 26, 2021 |
Amended and Restated Memorandum and Articles of Association EX-1.1 2 tm2113650d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 THE COMPANIES LAW (AS REVISED) OF THE CAYMAN ISLANDS Company Limited by Shares Amended and Restated Memorandum of Association of TIAN RUIXIANG HOLDINGS LTD (Adopted by Special Resolution dated April 21, 2020 and effective immediately prior to the completion of the Company’s initial public offering of Class A Ordinary Shares) 1. The name of the |
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| April 26, 2021 |
Code of Business Conduct and Ethics of the Registrant Exhibit 11.1 CODE OF BUSINESS CONDUCT AND ETHICS of TIAN RUIXIANG HOLDINGS LTD INTRODUCTION Purpose This Code of Business Conduct and Ethics contains general guidelines for conducting the business of TIAN RUIXIANG HOLDINGS LTD, a Cayman Islands company (the ?Company?), consistent with the highest standards of business ethics. To the extent this Code requires a higher standard than required by comm |
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| April 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF |
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| April 26, 2021 |
Exhibit 12.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Zhe Wang, certify that: 1. I have reviewed this annual report on Form 20-F of TIAN RUIXIANG Holdings Ltd (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement |
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| April 26, 2021 |
Exhibit 13.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of TIAN RUIXIANG Holdings Ltd (the ?Company?) on Form 20-F for the year ended October 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Zhe Wang, Chief Executive Officer of the Company, certify, p |
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| April 26, 2021 |
Exhibit 12.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Mingxiu Luan, certify that: 1. I have reviewed this annual report on Form 20-F of TIAN RUIXIANG Holdings Ltd (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the state |
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| February 4, 2021 |
Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2021 Commission File Number: 001- 333-235727 TIAN RUIXIANG Holdings Ltd 21A Jingyuan Art Center, 3 Guangqu Road, Chaoyang District, Beijing, People?s Republic of China (010) 87529554 ( |
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| February 2, 2021 |
TIAN RUIXIANG Holdings Ltd Announces Closing of Initial Public Offering Exhibit 99.2 TIAN RUIXIANG Holdings Ltd Announces Closing of Initial Public Offering Beijing, China, February 1, 2021 – TIAN RUIXIANG Holdings Ltd (the “Company”), a China-based insurance broker, today announced the closing of its initial public offering (“Offering”) of 3,000,000 Class A ordinary shares at a public offering price of US$ 4 per share. The Company received aggregate gross proceeds of |
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| February 2, 2021 |
TIAN RUIXIANG Holdings Ltd Announces Pricing of Initial Public Offering Exhibit 99.1 TIAN RUIXIANG Holdings Ltd Announces Pricing of Initial Public Offering Beijing, China, January 27, 2021 – TIAN RUIXIANG Holdings Ltd (the “Company”), a China-based insurance broker, today announced the pricing of its initial public offering ("Offering") of up to 3,000,000 Class A ordinary shares at a public offering price of US$4 per share. The Class A ordinary shares have been appro |
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| February 2, 2021 |
Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2021 Commission File Number: 001- 333-235727 TIAN RUIXIANG Holdings Ltd 21A Jingyuan Art Center, 3 Guangqu Road, Chaoyang District, Beijing, People?s Republic of China (010) 87529554 ( |
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| January 27, 2021 |
3,000,000 Class A Ordinary Shares Filed pursuant to Rule 424 (b)(4) Registration No. 333-235727 3,000,000 Class A Ordinary Shares This is an initial public offering of our Class A Ordinary Shares. Prior to this offering, there has been no public market for our ordinary shares, par value $0.001 per share (“Ordinary Share”), including Class A Ordinary Shares. This offering is being made on a firm commitment basis. The initial public |
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| January 22, 2021 |
TIAN RUIXIANG Holdings Ltd January 22, 2021 VIA EDGAR Mr. Jeff Gabor U.S. Securities and Exchange Commission Division of Corporation Office of Consumer Products 100 F. Street, N.E. Washington, D.C. 20549 Re: TIAN RUIXIANG Holdings Ltd Registration Statement on Form F-1, as amended File No. 333- 235727 Dear Mr. Gabor: In accordance with Rule 461 of the General Rules and Regulations of the U.S. Secu |
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| January 22, 2021 |
N E T W O R K 1 F I N A N C I A L S E C U R I T I E S , I N C . January 22, 2021 VIA EDGAR Mr. Jeff Gabor Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: TIAN RUIXIANG Holdings Ltd (CIK No. 0001782941) Registration Statement on Form F-1/A (File No. 333-235727) Request for Acceleration of Effectiveness To Whom It May Concern: In co |
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| January 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TIAN RUIXIANG Holdings Ltd (Exact name of registrant as specified in its charter) Cayman Islands Not applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Ide |
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| January 15, 2021 |
Representation under Item 8.A.4 of Form 20-F Exhibit 99.8 January 15, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Office of Consumer Products 100 F. Street, N.E. Washington, D.C. 20549 Re: TIAN RUIXIANG Holdings Ltd Registration Statement on Form F-1 File No. 333-235727 Representation under Item 8.A.4 of Form 20-F Ladies and Gentlemen: The undersigned, TIAN RUIXIANG Holdings Ltd, a foreign private issuer or |
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| January 15, 2021 |
Exhibit 4.3 Form of Underwriter’s Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE date of commencement of sales of the offering PURSUANT TO THE REGISTRATION STATEMENT NO.: 333-235727 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION: (A) SELL, TRANSFER, ASSIG |
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| January 15, 2021 |
Form of Underwriting Agreement Exhibit 1.1 TIAN RUIXIANG Holdings Ltd. UNDERWRITING AGREEMENT [●], 2021 Network 1 Financial Securities, Inc. 2 Bridge Avenue, Suite 241 Red Bank, NJ 07701 As the Representative of the several Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Tian Ruixiang Holdings Ltd, a Cayman Islands exempted company with limited liability (the “Company”), hereby confirms its agreem |
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| January 15, 2021 |
As filed with the U.S. Securities and Exchange Commission on January 15, 2021 Registration No. 333-235727 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 8 To FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TIAN RUIXIANG Holdings Ltd (Exact name of registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) Cayman |
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| January 15, 2021 |
January 15, 2021 VIA EDGAR Mr. Jeffrey Gabor U.S. Securities and Exchange Commission Division of Corporation Office of Consumer Products 100 F. Street, N.E. Washington, D.C. 20549 Re: TIAN RUIXIANG Holdings Ltd Amendment No. 7 to Registration Statement on Form F-1 Filed December 23, 2020 File No. 333-235727 Dear Mr. Gabor: This letter is in response to the letter dated January 14, 2021, from the s |
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| January 8, 2021 |
Investor Presentation Nasdaq:TIRX (Proposed) Holdings Ltd. January 2021 Issuer Free Writing Prospectus Dated January 7, 2021 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Dated December 23, 2020 Registration Statement No. 333 - 235727 This presentation includes statements that are, or may be deemed, "forward - looking statements . " In some cases these forward - looking statements |
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| December 23, 2020 |
As filed with the U.S. Securities and Exchange Commission on December 23, 2020 Registration No. 333-235727 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 7 To FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TIAN RUIXIANG Holdings Ltd (Exact name of registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) Cayman |
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| August 31, 2020 |
As filed with the U.S. Securities and Exchange Commission on August 31, 2020 Registration No. 333-235727 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 To FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TIAN RUIXIANG Holdings Ltd (Exact name of registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) Cayman I |
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| August 31, 2020 |
EX-10.12 3 tm2029802d1ex10-12.htm EXHIBIT 10.12 Exhibit 10.12 Cooperation Agreement on insurance brokerage business Contract No. : Party A: Foshan Branch of Ping An Property Insurance Co., LTD of China Party B: Zhejiang Tianruixiang Insurance Brokerage Co., LTD Date of signing: March 27, 2020 Place of signing: Foshan Branch of Ping An Property Insurance Co., LTD of China Insurance brokerage busine |
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| August 31, 2020 |
August 31, 2020 VIA EDGAR Ms. Irene Paik U.S. Securities and Exchange Commission Division of Corporation Office of Consumer Products 100 F. Street, N.E. Washington, D.C. 20549 Re: TIAN RUIXIANG Holdings Ltd Amendment No. 5 to Registration Statement on Form F-1 Filed August 18, 2020 File No. 333-235727 Dear Ms. Paik: This letter is in response to the letter dated August 26, 2020 from the staff (the |
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| August 31, 2020 |
EX-10.11 2 tm2029802d1ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 Cooperative Agent (broker) Remote Agreement (China Ping An property insurance co., LTD. Beijing branch) Party a: Beijing branch of China Ping An property insurance co., LTD Party b: Zhejiang Tianruixiang insurance brokerage co., LTD. Beijing branch Based on the establishment of formal insurance brokerage business cooperation, party a an |
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| August 18, 2020 |
As filed with the U.S. Securities and Exchange Commission on August 18, 2020 Registration No. 333-235727 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 To FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TIAN RUIXIANG Holdings Ltd (Exact name of registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) Cayman I |
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| June 5, 2020 |
As filed with the U.S. Securities and Exchange Commission on June 5, 2020 Registration No. 333-235727 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 To FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TIAN RUIXIANG Holdings Ltd (Exact name of registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) Cayman Isla |
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| June 2, 2020 |
June 2, 2020 VIA EDGAR Ms. Irene Paik U.S. Securities and Exchange Commission Division of Corporation Office of Consumer Products 100 F. Street, N.E. Washington, D.C. 20549 Re: TIAN RUIXIANG Holdings Ltd Amendment No. 2 to Registration Statement on Form F-1 Filed April 27, 2019 File No. 333-235727 Dear Ms. Paik: This letter is in response to the letter dated May 22, 2020 from the staff (the ?Staff |
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| June 2, 2020 |
Exhibit 10.10 Agreement on cooperation in insurance brokerage business Name of insurance company (party a) : Beijing branch of China united life insurance co., LTD Name of broker (party b) : zhejiang tianruixiang insurance broker co., LTD 2017 Party a: Beijing branch of zhonghua union life insurance co., LTD Address: room 0301-1314, floor 3, building 1, yard 18, fengtai north road, fengtai distric |
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| June 2, 2020 |
Agreement On Cooperation In Insurance Brokerage Business between PICC Beijing branch and TRX ZJ Exhibit 10.9 PICC Property and casualty Company Limited Agreement on cooperation in insurance brokerage business Party a: Chongwen Branch of Beijing Branch of PICC Party b: Zhejiang anbisheng insurance brokerage Co., Ltd Party a: Chongwen Branch of Beijing Branch of PICC Name of the person in charge of party a: Wangzhuo Party a's address: Building 5, zuo'anmen inner st, Dongcheng District, Beijing |
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| June 2, 2020 |
As filed with the U.S. Securities and Exchange Commission on June 2, 2020 Registration No. 333-235727 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 To FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TIAN RUIXIANG Holdings Ltd (Exact name of registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) Cayman Isla |
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| April 27, 2020 |
Form of Code of Business Conduct and Ethics of the Registrant Exhibit 99.1 CODE OF BUSINESS CONDUCT AND ETHICS of TIAN RUIXIANG HOLDINGS LTD INTRODUCTION Purpose This Code of Business Conduct and Ethics contains general guidelines for conducting the business of TIAN RUIXIANG HOLDINGS LTD, a Cayman Islands company (the “Company”), consistent with the highest standards of business ethics. To the extent this Code requires a higher standard than required by comm |
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| April 27, 2020 |
As filed with the U.S. Securities and Exchange Commission on April 27, 2020 Registration No. 333-235727 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 To FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TIAN RUIXIANG Holdings Ltd (Exact name of registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) Cayman Is |
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| April 27, 2020 |
Consent of Michael J. Hamilton, independent director nominee Exhibit 99.7 CONSENT OF MICHAEL J. HAMILTON TIAN RUIXIANG HOLDINGS LTD (the “Company”) intends to file a Registration Statement on Form F-l (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to bei |
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| April 27, 2020 |
Exhibit 99.2 Jingsh Lawyers Building, No.37, East Fourth Ring Middle Road, Chaoyang District, Beijing 100025,China; Tel:(8610) 50959999 Fax: (8610) 50959998 Email:[email protected] Website: www.en.jingsh.com April 8, 2020 To : TIAN RUIXIANG Holdings Ltd 21A Jingyuan Art Center, 3 Guangqu Road, Chaoyang District Beijing 100124, PRC Re: Legal Opinion on Certain PRC Law Matters Dear Sirs or Madams: We |
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| April 27, 2020 |
Form of Underwriting Agreement EX-1.1 2 tm2014302d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 TIAN RUIXIANG Holdings Ltd. UNDERWRITING AGREEMENT [●], 2020 Network 1 Financial Securities, Inc. 2 Bridge Avenue, Suite 241 Red Bank, NJ 07701 As the Underwriter named on Schedule A hereto Ladies and Gentlemen: The undersigned, Tian Ruixiang Holdings Ltd, a Cayman Islands exempted company with limited liability (the “Company”), hereby confirms |
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| April 27, 2020 |
EX-4.3 3 tm2014302d1ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 Form of Underwriter’s Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (AS DEFINED BELOW) OF THE REGISTRATION STATEMENT NO.: 333-235727 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION: (A) |
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| January 15, 2020 |
Request for Waiver and Representation under item 8.A.4 of Form 20-F Exhibit 99.7 January 14, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Office of Consumer Products 100 F. Street, N.E. Washington, D.C. 20549 Re: TIAN RUIXIANG Holdings Ltd Draft Registration Statement on Form F-1 File No. 333-235727 Request for Waiver and Representation under Item 8.A.4 of Form 20-F Ladies and Gentlemen: The undersigned, TIAN RUIXIANG Holdings Ltd |
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| January 15, 2020 |
As filed with the U.S. Securities and Exchange Commission on January 14, 2020 As filed with the U.S. Securities and Exchange Commission on January 14, 2020 Registration No. 333-235727 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TIAN RUIXIANG Holdings Ltd (Exact name of registrant as specified in its charter) Not Applicable (Translation of Registrant?s name into English) Cayman I |
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| January 14, 2020 |
January 14, 2020 VIA EDGAR Ms. Irene Paik U.S. Securities and Exchange Commission Division of Corporation Office of Consumer Products 100 F. Street, N.E. Washington, D.C. 20549 Re: TIAN RUIXIANG Holdings Ltd Draft Registration Statement on Form F-1 Filed December 27, 2019 File No. 333-235727 Dear Ms. Paik: This letter is in response to the letter dated January 8, 2020 from the staff (the ?Staff?) |
